Bilateral Confidentiality And Non-Disclosure Agreement

Disclosing Party means Aurora Limited, a Company registered under the laws of the United Kingdom, whose registered office is at 16 Alban Park, Hatfield Road, St. Albans, AL4 0JJ, England, on behalf of themselves, their subsidiaries, and where those subsidiaries are holding companies their subsidiaries and so on, and for the benefit of all their respective present and future subsidiaries;

Recipient Party means any user accessing the Aurora Limited website, or any website owned by or part of a subsidiary of Aurora Limited.

Recitals

WHEREAS, the Disclosing Party and the Recipient Party have expressed a mutual interest in exploring the possible development of a business relationship;

WHEREAS, in exploring the possible development of a business relationship it may become necessary for Disclosing Party and Recipient Party to disclose certain technical and business information to one another;

WHEREAS, the Disclosing Party and the Receiving Party desire to keep all information exchanged secret and confidential and not subject to disclosure by the party receiving said information;

NOW, THEREFORE, in consideration of the promises, the mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and between the Disclosing Party and the Receiving Party as follows:

1) Right to Disclose.

(a) Any and all technical and business information exchanged between the Disclosing Party and the Receiving Party shall hereinafter be referred to as the “Confidential Information.” Confidential Information is disclosed by the Disclosing Party to the Receiving Party.

(b) The Disclosing Party warrants and represents to the Receiving Party that it has the right to disclose the Confidential Information to be disclosed by it either by virtue of rights granted to it by exclusive ownership thereof, or by virtue of a licence granted by the actual owner.

(c) The Receiving Party represents and warrants that it has the right to disclose Confidential Information to be disclosed by it either by virtue of rights granted to it by exclusive ownership thereof, or by virtue of a licence granted by the actual owner.

2) Confidential Information.

(a) The term “Confidential Information” means trade secrets and proprietary and confidential technical and business information including but not limited to all information, data and materials concerning: (i) current, future, and proposed inventions; devices, equipment, apparatus, processes, formulations, techniques, know-how, and possible uses and improvements thereof; (ii) drawings, specifications, performance characteristics, production quantities, costs, suppliers, customers, know-how and the like relating to current or potential future products; (iii) data, business, and marketing information that involves or relates to the past, current, or projected strategic business plans, profitability, sales, income, or financial condition of the Disclosing Party, or any parent or subsidiary thereof, or otherwise related entity, or of any divisions or products of any of them; and (iv) notes, charts, analyses, derivatives, compilations, extracts, summaries, studies, interpretations, and other documents and presentations in any form or media which contain, reflect, or are based on, in whole or in part, any Confidential Information.

(b) Confidential Information entitled to protection under this Agreement shall include: (i) information that is disclosed in printed or electronic form or on tape or disk whether or not marked as “Confidential”; (ii) information that is disclosed orally or visually to the Receiving Party; (iii) the information, concepts, and inventions described or embodied in all such written materials and objects; and (iv) all other Confidential Information revealed in any other way that makes its confidential nature reasonably apparent.

(c) The Confidential Information is and shall remain the exclusive property of the Disclosing Party or the actual owner thereof.

3) Confidentiality .

(a) The Receiving Party agrees to keep in strictest confidence and not (i) use for its own benefit or other than for exploring the possible development of a business relationship, or (ii) disclose or make available to any third party, all or any part of the Confidential Information. The Receiving Party may disclose Confidential Information only to its employees who reasonably require access to such information for exploring the possible development of a business relationship, and who have agreed in writing to be bound by the terms of this Agreement and to professional advisers engaged to advise in connection with the proposed business relationship who are themselves bound by a duty of confidentiality. The Receiving Party shall protect all Confidential Information with at least the same degree of care it uses to protect its own confidential and proprietary information, but in no event less than reasonable care.

(b) Notwithstanding the foregoing, this Agreement shall not apply to any Confidential Information which the parties agree in writing is not confidential or which the Receiving Party can demonstrate by credible and admissible evidence:

(i) was known to the Receiving Party or its employees prior to receiving it from Disclosing Party, provided the Receiving Party’s prior knowledge is documented in writing to the Disclosing Party within a reasonable time of such disclosure;

(ii) was generally available to the trade or to the public prior to its receipt from the Disclosing Party;

(iii) through no act or omission on the part of the Receiving Party or anyone to whom it has disclosed the Confidential Information in accordance with this Agreement, becomes generally available to the trade or the public after it was received from the Disclosing Party;

(iv) corresponds in substance to any information received in good faith by the Receiving Party from any third party without any obligation of confidence in respect of the information; or

(v) is disclosed to the Receiving Party without restriction as to confidentiality, by issuance of a patent to it, or otherwise.

(c) Confidential Information shall not be deemed to be within the exceptions of Section 3(b) merely because it is embraced by more general information in the public domain or in the possession of the Receiving Party. In addition, any combination of features shall not be deemed to be within those exceptions merely because individual features are in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principal of operation are in the public domain or in the possession of the Receiving Party.

(d) If the Receiving Party is required by law or legal process to disclose any Confidential Information, it first shall provide prompt notice of such to the Disclosing Party so that it may seek legal protection for the Confidential Information. If protection is not obtained, the Receiving Party may comply with such law or legal process to the minimum extent possible in the circumstances.

(e) All Confidential Information, and all copies thereof made by the Receiving Party, shall be returned to the Disclosing Party or destroyed at its request, and in any event, upon completion or termination of this Agreement.

4)No Implied Rights.

No rights or obligations other than those expressly stated shall be implied from this Agreement. In particular, no express or implied licence or other right is hereby granted to the Receiving Party (a) with respect to any Confidential Information or (b) under any patent, patent application, copyright, trademark, or other proprietary right now or hereafter owned or controlled by or licensed to the Disclosing Party.

5)No Duty to Disclose.

Neither party shall have any duty to disclose any Confidential Information to the other party.

6)No Representations or Warranties.

Neither party makes any representations or warranties, express or implied, as to the accuracy or completeness of any Confidential Information disclosed, or with respect to non-infringement of third party rights by use of any Confidential Information, or any other representation or warranty relative to any Confidential Information disclosed, except as provided in Section 1, above.

7)Responsibility.

The Receiving Party shall be responsible under this Agreement for the acts and omissions of its employees and agents.

8) Authorised Contact.

All communications in connection with the proposed business relationship should be with Andrew Johnson, Neil Salt, Mark Comiskey or Simon Coombes of the Receiving Party. Neither party should contact the employees, customers or suppliers of the other party without the other party’s prior written consent.

(9) Dispute Resolution; Remedies.

(a) Any claim or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by the courts in England and each party irrevocably agrees to submit to the exclusive jurisdiction of the English Courts.

(b) The parties recognise that serious injury could result to the Disclosing Party if the Receiving Party breaches its obligations under this Agreement, and that money damages would not be an adequate remedy for a breach of this Agreement by the Receiving Party. Therefore, the Receiving Party agrees that the Disclosing Party will be entitled to a temporary restraining order, injunction or other equitable relief if the Receiving Party breaches its obligations under this Agreement, in addition to any other remedies and damages that would be available at law or in equity.

(10) Survival of Agreement.

This Agreement shall survive and remain in effect after the completion or termination of the discussions or project described above; however, the Receiving Party shall have no liability for damages under this Agreement for events occurring more than five (5) years after such completion or termination, except that this time limit shall not apply to the intentional disclosure or use of Confidential Information of the Disclosing Party by the Receiving Party that is not authorized by a written agreement between them.

11) Entire Agreement.

This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between then concerning its subject. There are no other oral or written representations, agreements, or understandings between them relating to this subject. No amendment, modification, or waiver of this Agreement shall be binding unless executed in writing and signed by an authorized representative of each party.

12) Variation Waiver and Assignment.

(a) A variation of this Agreement shall be in writing, signed by or on behalf of both parties.

(b) The waiver of either The Disclosing Party or The Receiving Party of any breach of this Agreement by the other shall not waive subsequent breaches of the same or different kind. The failure of either The Disclosing Party or The Receiving Party to enforce any rights under this Agreement in a particular instance shall not operate as a waiver of said party’s right to enforce the same or different rights in subsequent instances.

(c) Rights under this Agreement are cumulative and do not exclude rights provided by law.

(d) Neither The Disclosing Party or The Receiving Party may assign this Agreement or subcontract any of its duties or obligations under this Agreement, without the prior written consent of the other. The consent of The Disclosing Party or The Receiving Party to any assignment of this Agreement shall not constitute such party’s consent to further assignment.

13) Notices

All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by Airmail or International Courier, or as provided in clause (c) below, or (c) when delivered, if sent by a nationally recognized courier delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

Aurora Limited

16 Alban Park

Hatfield Road

St. Albans

AL4 0JJ, United Kingdom

14) Governing Law.

This Agreement and the rights and obligations of The Disclosing Party or The Receiving Party under this Agreement shall be governed by and construed in accordance with the laws of England, without regard to its conflicts of laws and principles.

15) Successors.

This Agreement shall be binding on and inure to the benefit of the heirs, assigns, and successor of The Disclosing Party or The Receiving Party. This Agreement is not intended to benefit or be enforceable by anyone else.

16) Negotiated Terms.

(a) The Disclosing Party or The Receiving Party agree that the terms and conditions of this Agreement are the result of negotiations between the parties and that this Agreement will not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.

(b) If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17) Counterparts

This Agreement may be executed by The Disclosing Party or The Receiving Party in counterparts.

18) Language

If this Agreement is translated, the English language text shall prevail.

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